Authority to Execute and Perform this Agreement Sample Clauses

Authority to Execute and Perform this Agreement. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser and of its obligations hereunder and the consummation by the Purchaser of the Transaction have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Transferors) constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms.
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Authority to Execute and Perform this Agreement. The Purchaser is a Corporation duly organized, validly existing and in good standing under the Laws of the British Virgin Islands and has all necessary power and authority (a) to enter into this Agreement, (b) to purchase the Purchased Shares, (c) to carry out its obligations hereunder, and (d) to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller and the Company) this Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.
Authority to Execute and Perform this Agreement. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the Netherlands and has all necessary power and authority (a) to enter into this Agreement, (b) to sell the Equity Interest pursuant hereto, (c) to carry out its obligations hereunder and (d) to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Seller.
Authority to Execute and Perform this Agreement. Purchaser is a company duly organized, validly existing and in good standing under the Laws of [—] and has all necessary power and authority (a) to enter into this Agreement, (b) to purchase the Equity Interest, (c) to carry out its obligations hereunder and (d) to consummate the transactions contemplated hereby. The execution and delivery by Purchaser of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite actions on the part of Purchaser.
Authority to Execute and Perform this Agreement. Each of the Company and each Principal Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to issue, sell, assign, trans- fer and convey the Company Shares and the Private Shares, as applicable, and to perform fully their respective obligations here- under. This Agreement has been duly executed and delivered by each such party and, assuming due execution and delivery by, and enforce- ability against, the Investor, this Agreement constitutes the valid and binding obligation of each Principal Shareholder and of the Company, enforceable against him and it in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by the Company, or by any Principal Share- holder, or in connection with the execution and delivery by the Company any Principal Shareholder of this Agreement, or the consum- mation and performance by each of them of the transactions contem- plated hereby, other than the approval of the Board of Directors of the Company with respect to the Company. Each person signing this Agreement on behalf of the Company is the duly elected officer of the Company holding the position indicated by such person's name on the Signature Page hereof, and each such person has full corporate authority to execute and deliver to the Investor, and to cause the entry into and performance of, this Agreement which, once so executed and delivered, will constitute the legally binding agree- ment of the Company, enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement by the Company and each Principal Shareholder, and the consummation by each of them of the transactions contemplated hereby in accordance with the terms and conditions hereof, will not:
Authority to Execute and Perform this Agreement. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite actions on the part of the Seller. This Agreement has been duly executed and delivered by the Seller, and this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.
Authority to Execute and Perform this Agreement. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and upon coming into effect, this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
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Related to Authority to Execute and Perform this Agreement

  • Authority to Execute and Perform Agreement The Buyer has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), and to consummate the --------------- transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement and the other Buyer Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (iv) violate Applicable Law or Order of any Governmental Entity applicable to the Buyer.

  • Authority to Execute and Perform Agreements Empirical and the Trust each represent that it has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform its respective obligations hereunder.

  • AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of CONSULTANT warrants and represents that he/she has the authority to execute this Agreement on behalf of the CONSULTANT and has the authority to bind CONSULTANT to the performance of its obligations hereunder.

  • Authorization to Execute other Loan Documents Each Lender hereby authorizes the Administrative Agent to execute on behalf of all Lenders all Loan Documents other than this Agreement.

  • Authority to Execute Agreement Each of the Parties represents and warrants that its undersigned representative has been expressly authorized to execute this Agreement for and on behalf of such Party.

  • NOW THIS AGREEMENT WITNESSES Definitions

  • ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

  • Authority for this Agreement Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Stockholders, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to the Enforceability Limitations.

  • NOW THIS AGREEMENT WITNESSES —

  • Execution, Delivery and Performance The execution, delivery and performance of this Agreement and the documents or instruments required under this Agreement will not violate any provision of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Manager, or the governing instruments of, or any securities issued by, the Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Manager is a party or by which the Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Manager and its subsidiaries, taken as a whole, and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage indenture, lease, contract or other agreement, instrument or undertaking.

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